SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

PIMCO MUNICIPAL INCOME FUND II

(Name of Issuer)

AUCTION-RATE PREFERRED SHARES

(Title of Class of Securities)

72200W205, 72200W304, 72200W403, 72200W502, 72200W601

(CUSIP Number)

Willie J. White

Senior Counsel

Wells Fargo & Company

301 South College Street, 22nd Floor

Charlotte, NC 28202-6000

(704) 410-5082

With a copy to:

Patrick Quill

Chapman and Cutler LLP

1270 Avenue of the Americas 30th Floor

New York, NY 10020

(212) 655-2506

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 72200W205, 72200W304, 72200W403, 72200W502, 72200W601

1.	Names of Reporting Persons Wells Fargo & Company 41-0449260
2.	Check the Appropriate Box if a member of a Group (see instructions) a.  ☐        b.  ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions): WC
5.	Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e). ☒
6.	Citizenship or Place of Organization Delaware

Number of Shares   Beneficially   Owned by Each Reporting Person With:	7.	Sole Voting Power: 0
	8.	Shared Voting Power: 2,123
	9.	Sole Dispositive Power: 0
	10.	Shared Dispositive Power: 2,123

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,123
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11): 14.46%
14.	Type of Reporting Person (See Instructions) HC

SCHEDULE 13D

CUSIP No. 72200W205, 72200W304, 72200W403, 72200W502, 72200W601

1.	Names of Reporting Persons EVEREN Capital Corporation 36-4019175
2.	Check the Appropriate Box if a member of a Group (see instructions) a.  ☐        b.  ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions): WC
5.	Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e). ☒
6.	Citizenship or Place of Organization Delaware

Number of Shares   Beneficially   Owned by Each Reporting Person With:	7.	Sole Voting Power: 0
	8.	Shared Voting Power: 52
	9.	Sole Dispositive Power: 0
	10.	Shared Dispositive Power: 52

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 52
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11): 0.35%
14.	Type of Reporting Person (See Instructions) 00

SCHEDULE 13D

CUSIP No. 72200W205, 72200W304, 72200W403, 72200W502, 72200W601

1.	Names of Reporting Persons WFC Holdings, LLC 41-1921346
2.	Check the Appropriate Box if a member of a Group (see instructions) a.  ☐        b.  ☒
3.	SEC Use Only
4.	Source of Funds (See Instructions): WC
5.	Check Box if Disclosure of Legal Proceedings Is Required pursuant to Items 2(d) or 2(e). ☒
6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:	7.	Sole Voting Power: 0
	8.	Shared Voting Power: 2,071
	9.	Sole Dispositive Power: 0
	10.	Shared Dispositive Power: 2,071

11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,071
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
13.	Percent of Class Represented by Amount in Row (11): 14.11%
14.	Type of Reporting Person (See Instructions) 00

Item 1 Security and Issuer

This Statement on Schedule 13D (the “Statement”) relates to (a) the purchase by EVEREN (as defined below) of 52 Auction-Rate Preferred Shares (the “ARP Shares”) of PIMCO Municipal Income Fund II (the “Issuer” or the “Company”) (CUSIP No. 72200W304, 72200W403, 72200W502, and 72200W601) and (b) the purchase by WFC Holdings (as defined below) of 2,071 ARP Shares of the Issuer (CUSIP No. 72200W205, 72200W304, 72200W403, 72200W502, and 72200W601).

This Statement is being filed by the Reporting Persons (as defined below) as a result of the purchase of the ARP Shares by EVEREN (as defined below) and WFC Holdings (as defined below). This Statement was not timely filed to reflect the reporting persons’ aggregate beneficial ownership of more than 5% of the ARP Shares of the Issuer as of December 31, 2008, and subsequent amendments were also not timely filed to reflect changes in the reporting persons’ beneficial ownership.

The reporting persons’ beneficial ownership of the ARP Shares of the Issuer is as follows for each of the dates listed below:

Wells Fargo & Company (Person 1)

Date	Aggregate number of shares		Percentage ownership1			Shared voting power (shares)		Shared dispositive power (shares)
September 24, 2008		51		0.25	%		51		51
December 31, 2008		1,215		6.01	%		1,215		1,215
April 13, 2009		1,216		8.28	%		1,216		1,216
June 8, 2009		1,222		8.32	%		1,222		1,222
July 2, 2009		1,228		8.37	%		1,228		1,228
April 1, 2010		1,233		8.40	%		1,233		1,233
April 5, 2010		2,106		14.35	%		2,106		2,106
April 15, 2010		2,112		14.39	%		2,112		2,112
June 17, 2010		2,122		14.46	%		2,122		2,122
September 2, 2010		2,123		14.46	%		2,123		2,123

¹  Ownership percentages are calculated based upon information as reported in the Issuer’s certified shareholder report (Form N-CSR or N-CSRS) filed most recently following the dates listed in this chart. The Issuer’s fiscal year end date is December 31.

EVEREN Capital Corporation (Person 2)

Date	Aggregate number of shares		Percentage ownership2			Shared voting power (shares)		Shared dispositive power (shares)
September 24, 2008		51		0.25	%		51		51
April 13, 2009		52		0.35	%		52		52

WFC Holdings, LLC (Person 3)

Date	Aggregate number of shares		Percentage ownership3			Shared voting power (shares)		Shared dispositive power (shares)
December 31, 2008		1,164		5.76	%		1,164		1,164
June 8, 2009		1,170		7.97	%		1,170		1,170
July 2, 2009		1,176		8.01	%		1,176		1,176
April 1, 2010		1,181		8.04	%		1,181		1,181
April 5, 2010		2,054		13.99	%		2,054		2,054
April 15, 2010		2,060		14.03	%		2,060		2,060
June 17, 2010		2,070		14.10	%		2,070		2,070
September 2, 2010		2,071		14.11	%		2,071		2,071

In this Statement the ARP Shares are being treated as a single class for the purposes of reporting ownership percentages, aggregate numbers of shares held, and share power figures. The Issuer’s principal executive offices are located at 1633 Broadway, New York, New York 10019.

Item 2 Identity and Background

This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

i. Wells Fargo & Company (“Wells Fargo”);

ii. EVEREN Capital Corporation (“EVEREN”); and

iii. WFC Holdings, LLC (“WFC Holdings”).

²  Ownership percentages are calculated based upon information as reported in the Issuer’s certified shareholder report (Form N-CSR or N-CSRS) filed most recently following the dates listed in this chart. The Issuer’s fiscal year end date is December 31.

³  Ownership percentages are calculated based upon information as reported in the Issuer’s certified shareholder report (Form N-CSR or N-CSRS) filed most recently following the dates listed in this chart. The Issuer’s fiscal year end date is December 31.

This Statement relates to the ARP Shares that were purchased for the account of EVEREN and WFC Holdings.

The address of the principal business office of Wells Fargo is:

420 Montgomery Street

San Francisco, CA 94104

The address of the principal business office of EVEREN is:

301 South College Street

Charlotte, NC 28202

The address of the principal business office of WFC Holdings is:

420 Montgomery Street

San Francisco, CA 94104

Wells Fargo and its subsidiaries provide banking, investments, mortgage, and consumer and commercial finance through more than 8,050 locations, 13,000 ATMs, digital (online, mobile and social), and contact centers (phone, email and correspondence), and we have offices in 38 countries and territories to support customers who conduct business in the global economy.

Information concerning each executive officer, director and controlling person (the “Listed Persons”) of the Reporting Persons is listed on Schedule I attached hereto, and is incorporated by reference herein. To the knowledge of the Reporting Persons, all of the Listed Persons are citizens of the United States, other than as otherwise specified on Schedule I hereto.

Other than as set forth on Schedule II, during the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons, none of the Listed Persons, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 3 Source and Amount of Funds or Other Consideration

The aggregate amount of funds used by the Reporting Persons to purchase the securities reported herein was approximately $40,606,909. The source of funds was the working capital of the Reporting Persons.

The Reporting Persons declare that neither the filing of this Statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the Exchange Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding or disposing of securities of the Company or otherwise with respect to the Company or any securities of the Company or (ii) a member of any group with respect to the Company or any securities of the Company.

Item 4 Purpose of the Transaction

WFC Holdings and EVEREN acquired the ARP Shares in connection with settlements agreed with the Securities and Exchange Commission, one or more state Attorneys General and certain state agencies in 2008, the Reporting Persons have worked with customers and issuers of auction rate preferred securities to provide liquidity to the auction rate preferred securities market. This has included acquiring certain auction rate preferred securities, including those reported on herein.

The Reporting Persons have not acquired the subject securities with any purpose, or with the effect of, changing or influencing control of the issuer, or in connection with or as a participant in any transaction having that purpose or effect.

Item 5 Interest in Securities of the Issuer

(a) - (b) The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference.

(c) The responses of the Reporting Persons in Item 3 and Item 4 are incorporated herein by reference.

(d) No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, ARP Shares that may be deemed to be beneficially owned by the Reporting Persons.

(e) Not applicable.

Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The responses of the Reporting Persons to Item 4 are incorporated herein by reference. With respect to the ARP Shares owned by WFC Holdings and EVEREN, on July 18, 2018, WFC Holdings (and certain affiliates of WFC Holdings) entered into a Tender Offer Agreement with the Issuer (and certain affiliate funds of the Issuer) (the “Tender Offer Agreement”) pursuant to which the Issuer and its affiliate funds agreed to conduct a tender offer in accordance with the terms set forth therein and WFC Holdings and its affiliates agreed to tender 100% of their ARP Shares and to negotiate in good faith for the purchase new preferred shares with an aggregate liquidation preference at least equal to the aggregate liquidation preference of the ARP Shares accepted for purchase in connection with the tender offer, with the issuance of such new preferred shares to occur in accordance with the terms of a purchase agreement and the bylaws of each fund. It being understood that tender offer is conditioned on the purchase of such new preferred shares, however, the Issuer (and its affiliate funds), at its sole discretion, may waive this condition to purchase the new preferred shares.

Item 7 Material to be Filed as Exhibits

Exhibit	Description of Exhibit
99.1	Joint Filing Agreement
99.2	Power of Attorney
99.3	The Tender Offer Agreement dated July 18, 2018, between the PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II, PIMCO New York Municipal Income Fund III, Pacific Investment Management Company LLC, Wells Fargo Clearing Services, LLC, and WFC Holdings, LLC

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 11, 2018

WELLS FARGO & COMPANY
By:	/s/ Lori Ward
Name:	Lori Ward
Title:	Designated Signer
EVEREN CAPITAL CORPORATION
By:	/s/ George D. Wick
Name:	George D. Wick
Title:	Executive Vice President
WFC HOLDINGS, LLC
By:	/s/ Arthur C. Evans
Name:	Arthur C. Evans
Title:	Designated Signer

LIST OF EXHIBITS

Exhibit	Description of Exhibit
99.1	Joint Filing Agreement
99.2	Power of Attorney
99.3	The Tender Offer Agreement dated July 18, 2018, between the PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II, PIMCO New York Municipal Income Fund III, Pacific Investment Management Company LLC, Wells Fargo Clearing Services, LLC, and WFC Holdings, LLC

SCHEDULE I

EXECUTIVE OFFICERS AND DIRECTORS OF REPORTING PERSONS

The following sets forth the name and present principal occupation of each executive officer and director of Wells Fargo & Company. The business address of each of the executive officers and directors of Wells Fargo & Company is 420 Montgomery Street, San Francisco, CA 94104.

Name	Position with Wells Fargo & Company	Principal Occupation
Timothy J. Sloan	Chief Executive Officer and President; Director	Chief Executive Officer of Wells Fargo & Company
Hope A. Hardison4	Senior Executive Vice President and Chief Administrative Officer	Chief Administrative Officer of Wells Fargo & Company
Richard D. Levy	Executive Vice President and Controller	Controller of Wells Fargo & Company
Amanda G. Norton	Senior Executive Vice President and Chief Risk Officer	Chief Risk Officer of Wells Fargo
Mary T. Mack	Senior Executive Vice President (Community Banking) and Senior Executive Vice President (Consumer Lending)	Head of Community Banking and Head of Consumer Lending
Avid Modjtabai	Senior Executive Vice President (Payments, Virtual Solutions and Innovation)	Head of Payments, Virtual Solutions and Innovation of Wells Fargo & Company
C. Allen Parker	Senior Executive Vice President and General Counsel	General Counsel of Wells Fargo & Company
Perry G. Pelos	Senior Executive Vice President (Wholesale Banking)	Head of Wholesale Banking
John R. Shrewsberry	Senior Executive Vice President and Chief Financial Officer	Chief Financial Officer of Wells Fargo & Company
Jonathan G. Weiss	Senior Executive Vice President (Wealth and Investment Management)	Head of Wealth and Investment Management of Wells Fargo
John D. Baker II	Director	Executive Chairman and Director of FRP Holdings, Inc.

⁴  Hope A. Hardison is a dual citizen of the U.S. and Germany.

Celeste A. Clark	Director	Principal, Abraham Clark Consulting, LLC, and Retired Senior Vice President, Global Public Policy and External Relations and Chief Sustainability Officer, Kellogg Company
Theodore F. Craver, Jr.	Director	Retired Chairman, President and CEO, Edison International
Elizabeth A. Duke	Chairman, Director	Former member of the Federal Reserve Board of Governors
Donald M. James	Director	Retired Chairman and CEO of Vulcan Materials Company
Maria R. Morris	Director	Retired Executive Vice President and Head of Global Employee Benefits, MetLife, Inc.
Karen B. Peetz	Director	Retired President, Bank of New York Mellon Corp.
Juan A. Pujadas	Director	Retired Principal, PricewaterhouseCoopers, LLP, and former Vice Chairman, Global Advisory Services, PwC International
James H. Quigley	Director	CEO Emeritus and Retired Partner of Deloitte
Ronald L. Sargent	Director	Retired Chairman, CEO of Staples, Inc.
Suzanne M. Vautrinot	Director	President of Kilovolt Consulting Inc.

The following sets forth the name and present principal occupation of each executive officer and director of EVEREN Capital Corporation. The business address of each of the executive officers and directors of EVEREN Capital Corporation is 301 South College Street, Charlotte, North Carolina 28202.

Name	Position with EVEREN Capital Corporation	Principal Occupation
Richard D. Levy	Treasurer	Controller of Wells Fargo & Company
George D. Wick	Executive Vice President	Head of Investment Portfolio
Walter Dolhare	Director	Co-Head of Wells Fargo Securities
Robert Engel	Director	Co-Head of Wells Fargo Securities
David Kowach	Director	Head of Wells Fargo Advisors
Kristi Mitchem	Director	Head of Wells Fargo Asset Management
Michael Cummings	Managing Director	Head of Wholesale Operational Risk & Compliance
Steven T. Hodgin	Managing Director	Managing Director of Wells Fargo Bank, N.A.
Steven Kiker	Managing Director	Chief Administrative Officer of Wells Fargo Securities
Eric T. Mabe	Managing Director	Executive Vice President and Managing Director of Wells Fargo Equipment Finance
Jane Workman	Managing Director	Managing Director of Wells Fargo Securities

The following sets forth the name and present principal occupation of each executive officer and director of WFC Holdings, LLC. The business address of each of the executive officers and directors of WFC Holdings, LLC is 420 Montgomery Street, San Francisco, CA 94104.

Name	Position with WFC Holdings, LLC	Principal Occupation
Timothy J. Sloan	President; Director	Chief Executive Officer of Wells Fargo & Company
John R. Shrewsberry	Senior Executive Vice President; Chief Financial Officer; and Director	Chief Financial Officer of Wells Fargo & Company
Richard D. Levy	Executive Vice President; Director	Controller of Wells Fargo & Company
Perry G. Pelos	Senior Executive Vice President	Head of Wholesale Banking
Neal A. Blinde	Executive Vice President	Treasurer of Wells Fargo & Company
Jon R. Campbell	Executive Vice President; Director	Head of Corporate Responsibility and Community Relations

SCHEDULE II

LITIGATION SCHEDULE

FINRA SETTLEMENT On December 11, 2014, FINRA announced its settlement with ten firms, including Wells Fargo Securities, LLC, that had pitched for an investment banking role on a contemplated Toys “R” Us initial public offering in 2010. FINRA alleged that WFS violated NASD and FINRA rules by allowing its research analyst to participate in the solicitation of investment banking business and by offering favorable research coverage to induce investment banking business; and by failing to implement policies and procedures reasonably designed to prevent violations in connection with analyst public appearances. WFS neither admitted nor denied FINRA’s findings but consented to a censure and payment of a $4 million fine. The fine has been paid and the matter is fully resolved.

FINRA SETTLEMENT On November 18, 2015, FINRA announced a settlement with Wells Fargo Securities, LLC involving customer trade confirmations that inaccurately reflected the capacity in which the firm acted, e.g., principal, agent, or mixed capacity. The firm neither admitted nor denied the findings and consented to a censure and payment of a $300,000 fine. The fine has been paid and the matter is fully resolved.

SEC MCDC SETTLEMENT On February 2, 2016, the SEC announced a settlement with Wells Fargo Bank, N.A. Municipal Products Group (MPG) as part of the SEC’s Municipalities Continuing Disclosure Cooperation (MCDC) initiative. The MCDC offered defined settlement terms to underwriters and issuers of municipal securities that self-reported potential violations of Exchange Act Rule 15c2-12 regarding municipalities’ continuing disclosure requirements. Seventy-two underwriters entered into settlements under the MCDC. The SEC proposed an offer of settlement regarding eight transactions MPG had self-reported, with a penalty of $440,000, which MPG accepted.

SEC ORDER On September 22, 2014, the SEC entered an order against Wells Fargo Advisors, LLC related to the firm’s policies and procedures to prevent the misuse of material nonpublic information. The firm admitted the SEC’s findings of fact, acknowledged that its conduct violated the federal securities laws and agreed to retain an independent compliance consultant to review relevant policies and procedures, as well as the making, keeping and preserving of certain required books and records. The firm agreed to a censure, a cease and desist order and a civil penalty of $5,000,000.

CLIENT IDENTIFICATION PROGRAM On December 18, 2014, FINRA announced a settlement with Wells Fargo Advisors, LLC and Wells Fargo Advisors Financial Network, LLC for an alleged violation of NASD and FINRA rules concerning the Client Identification Program and the effects of using recycled client account numbers. The use of recycled numbers was alleged to have resulted in certain accounts not having a complete review for Client Identification Purposes. WFA and WFA FiNet neither admitted nor denied FINRA’s findings and consented to a censure and the payment of a $1.5 million fine. The fine has been paid and the matter is fully resolved.

MUTUAL FUND SALES CHARGE WAIVERS On July 6, 2015, FINRA announced a settlement with Wells Fargo Advisors, LLC and Wells Fargo Advisors Financial Network, LLC for an alleged violation of NASD and FINRA rules concerning application of mutual fund sales charge waivers. FINRA alleged WFA and FiNet did not reasonably supervise the application of sales charge waivers for eligible mutual fund purchases in certain retirement and charitable organization accounts. WFA and FiNet neither admitted nor denied FINRA’s findings and agreed to censure and to provide remediation to eligible clients. Due to WFA and FiNet’s self-report of the issue and cooperation, FINRA assessed no fine. WFA and FiNet agreed to pay an estimated $15 million in restitution, including interest, to affected customers.

FINRA/EXCHANGE REPORTING SETTLEMENTS From time to time Wells Fargo broker-dealers resolve technical trade reporting issues relating to timing and other data elements with FINRA and exchanges involving small numbers of trades processed by the firms. Resolutions of this type during the relevant period typically included fines of less than $100,000 each.

STATE OF NEW HAMPSHIRE SETTLEMENT Wells Fargo Advisors Financial Network (WFAFN) entered into a Consent Order with the State of New Hampshire on February 12, 2016 relative to due diligence concerning two customer accounts. WFAFN agreed to pay a total of $32,000 to the clients and $3,000 to the state.

LARGE OPTION POSITION REPORTING On October 13, 2016, First Clearing, LLC entered into settlement agreements with NYSE Arca, Inc. and the Chicago Board Options Exchange, Inc., without admitting or denying the allegations that it inaccurately reported position effective dates and customer name and address information for its introducing firms and failed to provide introducing firms with reasonable systems and processes for identifying accounts acting in concert. First Clearing agreed to pay a $375,000 fine to each Exchange ($750,000 total).

BOOKS & RECORDS RETENTION On December 21, 2016, FINRA announced a settlement with Wells Fargo Advisors, LLC, First Clearing, LLC, Wells Fargo Advisors Financial Network, LLC, Wells Fargo Securities LLC and Wells Fargo Prime Services LLC for alleged violations of certain record retention and supervisory provisions by failing to maintain electronically stored required records in a non-erasable and non-rewritable format. The firms neither admitted nor denied FINRA’s findings and consented to a censure and the payment of a $1.5 million fine by the first three firms above (jointly), and a $4 million fine by the final two firms above (jointly). The fines have been paid. The firms also agreed to an undertaking to review, adopt and implement policies and procedures reasonably designed to comply with books and records rules.

STATE OF MISSOURI SETTLEMENT On February 16, 2017, A.G. Edwards (k/n/a Wells Fargo Clearing Services, LLC) entered into a Consent Order with the State of Missouri. The action involved a Missouri Resident’s claim that his ex-wife misappropriated over $300,000 out of his IRA account during the period between August 2001 and July 2007, and the State of Missouri alleged a failure by the firm to supervise the completeness and accuracy of the early IRA distribution forms associated with the withdrawals. Without admitting or denying liability, the firm consented to a censure and agreed to pay $25,672.17 to the Missouri Secretary of State’s Investor Education Fund to fully resolve the matter.

POSSESSION AND CONTROL OF ALTERNATIVE INVESTMENTS On November 22, 2016 First Clearing LLC entered into a settlement agreement with FINRA without admitting or denying the allegations that the firm failed to collect no-lien letters from investment sponsors, reconcile customer positions and afford the proper regulatory accounting treatment for positions held at the sponsor in First Clearing IRA accounts. First Clearing agreed to pay a fine of $750,000.

CONSOLIDATED REPORTS On December 5, 2016 Wells Fargo Clearing Services, LLC (formerly Wells Fargo Advisors, LLC) entered into a settlement agreement with FINRA without admitting or denying the allegations that the Firm failed to establish maintain and enforce a reasonable supervisory system for the use of consolidated reports generated by financial advisors. Wells Fargo Clearing Services, LLC agreed to pay a fine of $1,000,000.

FINRA SETTLEMENT On May 16, 2017, FINRA announced a settlement with Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC concerning unsuitable recommendations and supervisory failures relative to sales of certain non-traditional exchange traded products (ETPs) in violation of FINRA and NASD rules for the period July 1, 2010 to May 1, 2012. Without admitting or denying the findings, the firms accepted a censure and agreed to restitution to certain clients totaling $3,411,478.78.

FINRA SETTLEMENT On June 21, 2017, Wells Fargo Securities, LLC entered into a settlement agreement with FINRA without admitting or denying the allegations of improper reporting of conventional over-the-counter option positions under FINRA large option position reporting rules. The firm consented to a censure, payment of a $3.25 million fine, and an undertaking to review its supervisory systems related to large options position reporting.

SEC ORDER On November 13, 2017, the SEC announced that Wells Fargo Advisors, LLC agreed to settle charges that it violated Section 17(a) of the Securities Exchange Act of 1934 and Rule 17a-8 by failing to file and timely file Suspicious Activity Reports between approximately March 2012 and June 2013. Without admitting or denying the allegations, the firm agreed to a cease and desist order, a censure, and a civil penalty of $3,500,000. Wells Fargo Advisors also agreed to voluntarily undertake a review and update of its policies and procedures and develop and conduct additional training.

STATE OF ILLINOIS SETTLEMENT On December 21, 2017, Wells Fargo Advisors, LLC (k/n/a Wells Fargo Clearing Services, LLC) entered into a Consent Order with the State of Illinois regarding allegations that it received, reviewed and/or analyzed documents and information provided by a financial advisory firm concerning certain money manager strategies that contained false and misleading information. The findings stated that the firm included the financial advisory firm’s money manager strategies in certain of its separately managed account programs, but that the firm did not utilize inaccurate historical performance data in connection with its decision to onboard the money manager strategies and the firm did not incorporate inaccurate performance data in its advertisements or program marketing materials. Without admitting or denying the findings, the Firm agreed to a total monetary payment of $270,000.

NYSE SETTLEMENT On February 2, 2018, Wells Fargo Prime Services, LLC (“WFPS”) and NYSE Arca, Inc. entered into an Offer of Settlement and Consent without admitting or denying any allegations to settle charges of violations of the Securities Exchange Act Rule 15c3-5 and NYSE Arca Rule 11.18. The settlement related to an erroneous trade WFPS entered on July 29, 2016. WFPS consented to a fine of $10,000.

STATE OF NEVADA SECURITIES DIVISION RESIDENTIAL OFFICE INVESTIGATION On April 13, 2018, the Nevada Securities Division and Wells Fargo Clearing Services, LLC (“WFCS”) entered into an Administrative Consent Order wherein WFCS admitted to failing to register the residential offices of three Financial Advisors who were working from home. Nevada’s definition of “branch office” includes a personal residence where securities business is transacted, even if the residence is not held out to the public or used for client meetings. WFCS agreed to pay an $8,000 fine and $1,446.13 for the costs of the examinations conducted by the Nevada Securities Division.

SEC SETTLEMENT On June 25, 2018, Wells Fargo Advisors LLC (“WFA”), entered into a settlement agreement with the SEC wherein, without admitting or denying liability, it settled charges of violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act. The settlement related to certain registered representatives soliciting customers to redeem, and short-term trading of, market-linked investments prematurely without adequate analysis or consideration of the substantial costs associated with the transactions. As part of the settlement, the firm consented to a censure and a payment of a $5,108,441.27 representing disgorgement, prejudgment interest, and a civil penalty. WFA also lost its Well Known Seasoned Issuer status as a collateral consequence of the settlement.

NOTE: In addition to the above matters, certain of Wells Fargo & Company’s affiliates, including Wells Fargo Clearing Services, LLC (formerly Wells Fargo Advisors, LLC), Wells Fargo Securities, LLC, Wells Fargo Advisors Financial Network, LLC and First Clearing, LLC, have been involved in a number of civil proceedings and regulatory actions which concern matters arising in connection with the conduct of its business. Certain of such proceedings have resulted in findings of violations of federal or state securities laws. Such proceedings are reported and summarized in each entity’s Form BD as filed with the Securities and Exchange Commission and in other regulatory reports, which descriptions are hereby incorporated by reference.

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

This Statement is filed by Wells Fargo & Company on its own behalf and on behalf of EVEREN Capital Corporation and WFC Holdings, LLC. Aggregate beneficial ownership reported by Wells Fargo & Company under Item 11 on page 2 is on a consolidated basis and includes any beneficial ownership separately reported herein by EVEREN Capital Corporation and WFC Holdings, LLC.

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees that the Statement to which this agreement is attached shall be filed by Wells Fargo & Company on its own behalf and on behalf of EVEREN Capital Corporation and WFC Holdings, LLC (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.

Date: September 11, 2018

WELLS FARGO & COMPANY
By:	/s/ Lori Ward
Name:	Lori Ward
Title:	Designated Signer
EVEREN CAPITAL CORPORATION
By:	/s/ George D. Wick
Name:	George D. Wick
Title:	Executive Vice President
WFC HOLDINGS, LLC
By:	/s/ Arthur C. Evans
Name:	Arthur C. Evans
Title:	Designated Signer

EX-99.2

Exhibit 99.2

LIMITED POWER OF ATTORNEY

Know all by these present, that the undersigned hereby constitutes and appoints each of Michael J. Choquette, Bruce A. Miller, Lori A. Ward and Karen E. Collins, acting alone, the undersigned’s true and lawful attorney-in-fact to:

(1) complete and sign, for and on behalf of the undersigned, all reports and filings required by Section 13 of the Securities Exchange Act of 1934 and the rules promulgated thereunder (the “Section 13 Reports”);

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to file any such Section 13 Reports, or any amendment thereto, with the United States Securities and Exchange Commission and any other authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present and acting, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the responsibilities of the undersigned to comply with Section 13 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall not revoke any previous Power of Attorney granted by the undersigned with respect to the subject matter hereof, and shall remain in full force and effect until the undersigned is no longer required to file Section 13 Reports, unless earlier revoked by the undersigned in a subsequently executed Power of Attorney or a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of November, 2017.

WELLS FARGO & COMPANY
By:	/s/ Anthony R. Augliera
	Anthony R. Augliera
	Executive Vice President and Secretary

EX-99.3

Exhibit 99.3

Execution Version

TENDER OFFER AGREEMENT

This Agreement (“Agreement”) is made and entered into as of the 18th day of July 2018, by and among PIMCO California Municipal Income Fund (“PCQ”), PIMCO California Municipal Income Fund II (“PCK”), PIMCO California Municipal Income Fund III (“PZC”), PIMCO Municipal Income Fund (“PMF”), PIMCO Municipal Income Fund II (“PML”), PIMCO Municipal Income Fund III (“PMX”), PIMCO New York Municipal Income Fund (“PNF”), PIMCO New York Municipal Income Fund II (“PNI”), PIMCO New York Municipal Income Fund III (“PYN” and, together with PCQ, PCK, PZC, PMF, PML, PMX, PNF and PNI, each, a “Fund” and, collectively, the “Funds”), Pacific Investment Management Company LLC (“PIMCO” and, together with the Funds, the “Fund Parties”) and Wells Fargo Clearing Services, LLC (“Wells Fargo Clearing”), and WFC Holdings, LLC (“WFC Holdings,” and, together with Wells Fargo Clearing, the “Wells Fargo Parties”).

WHEREAS, the Wells Fargo Parties are substantial holders of auction rate preferred shares issued by the Funds, each a closed-end investment company registered under the Investment Company Act of 1940, as amended, for which PIMCO serves as investment manager (“ARPS”);

WHEREAS, the Wells Fargo Parties have engaged in discussions with the Fund Parties regarding a proposal that each Fund conduct an issuer tender offer for its ARPS (the “Discussions”), and in that connection entered into a letter agreement dated June 15, 2017, and extended January 4, 2018, regarding confidentiality obligations with respect to the discussions (the “Confidentiality Letter Agreement”).

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Tender Offers. With respect to each Fund, subject to satisfaction of Section 2 below, the Fund Parties (each Fund with respect to itself only) agree to conduct a tender offer by each Fund for 100% of its issued and outstanding ARPS at a price equal to 85% of the $25,000 face value (i.e., a tender offer of $21,250 per ARPS share), scheduled to expire as of the close of the New York Stock Exchange on September 11, 2018 (such date, as it may be extended in accordance with the terms of the Tender Offers, the “Expiration Date”), subject only to substantially the same conditions as are set forth in Appendix A hereto (each, a “Tender Offer” and, collectively, the “Tender Offers”), which conditions do not include any minimum level of participation in the Tender Offer by ARPS holders of the Fund. Subject to Section 2(a) and (c) of this Agreement, each Fund (with respect to itself only) hereby agrees that if, as of the Expiration Date of its Tender Offer, all of such conditions are satisfied, it shall accept for payment all ARPS properly tendered pursuant to its Tender Offer.

2. Agreements and Obligations of the Wells Fargo Parties and the Fund Parties.

(a) The Wells Fargo Parties hereby agree and undertake that, with respect to each Fund, they (and/or their affiliates) shall engage in good faith negotiations with the Fund to purchase privately placed preferred securities (the “New Preferred Shares”) to be issued by the Fund with such terms and conditions as are acceptable to the Fund Parties and the Wells Fargo Parties (and/or their affiliates) with an aggregate liquidation preference at least equal to the aggregate liquidation preference of the Fund’s ARPS accepted for purchase in the Fund’s Tender Offer, with such purchase to be completed on or before the date of completion of the Fund’s Tender Offer, it being understood that the Fund’s successful issuance of New Preferred Shares in accordance with the purchase agreement and the Funds’ Bylaws shall be a condition to the completion of the Fund’s Tender Offer (the “New Preferred Share Condition”); provided, however, that the Fund may waive such condition in its sole discretion.

(b) The Wells Fargo Parties hereby agree and undertake that, with respect to each Fund, if a Tender Offer is conducted by the Fund, the Wells Fargo Parties shall tender one-hundred percent (100%) of their holdings in ARPS of the Fund, such that the Wells Fargo Parties would have no holdings in the Fund’s ARPS following completion of the Fund’s Tender Offer.

(c) The Fund Parties hereby agree and undertake that, solely with respect to PNF and PYN, respectively, if such Fund’s ARPS with an aggregate liquidation preference of at least $9 million are not tendered and accepted for purchase by the Fund in accordance with this Agreement, the Fund will waive the New Preferred Share Condition with respect to such Fund’s Tender Offer and the Wells Fargo Parties (and/or their affiliates) will be under no obligation to purchase any New Preferred Shares from such Fund.

3. Release of Any Claims; Covenants Not to Sue.

(a) Subject to and upon completion of the Tender Offers, each of the Wells Fargo Parties, on behalf of itself, its heirs, beneficiaries, administrators, personal representatives, successors, assigns, parents, subsidiaries, shareholders, affiliates, and predecessors, as applicable, in exchange for the agreements and other consideration in this Agreement, (i) does hereby compromise, settle, and absolutely, unconditionally, and fully release and forever discharge each of the Fund Parties and their current and former respective successors, subsidiaries, affiliates, employees, officers, directors, trustees, managers, investors and shareholders, and each of their respective attorneys, administrators, personal representatives, insurers and assigns (together, the “Released Fund Parties”) of and from any and all claims, demands, debts, liens, obligations, fees and expenses, harm, injuries, liabilities, cause or causes of action, whether known or unknown, claimed or alleged, asserted or unasserted, either at law or in equity, whether statutory, in contract or in tort, of any kind or character which it has, or owns, or may now or in the future have or own for any claims arising out of or relating in any way to the Discussions, the Tender Offer or the Wells Fargo Parties’ acquisition of, transactions in, ownership of or holdings in the Funds’ ARPS and (ii) acknowledges and agrees that it will not now or in the future bring any claim, action, lawsuit, arbitration proceeding or other form of action against any of the Released Fund Parties, directly or indirectly, arising out of or in any way connected with any claim or potential claim released under this Agreement as referenced in sub-paragraph 3(a)(i) above, and that this Agreement is a bar to any such claim, action, lawsuit, proceeding or other form of action.

- 2 -

(b) Subject to and upon completion of the Tender Offers, each of the Fund Parties, on behalf of itself, its heirs, beneficiaries, administrators, personal representatives, successors, assigns, parents, subsidiaries, shareholders, affiliates, and predecessors, as applicable, in exchange for the agreements and other consideration in this Agreement, (i) does hereby compromise, settle, and absolutely, unconditionally, and fully release and forever discharge each of the Wells Fargo Parties and their current and former respective successors, subsidiaries, affiliates, employees, officers, directors, trustees, managers, investors and shareholders, and each of their respective attorneys, administrators, personal representatives, insurers and assigns (together, the “Released Wells Fargo Parties”) of and from any and all claims, demands, debts, liens, obligations, fees and expenses, harm, injuries, liabilities, cause or causes of action, whether known or unknown, claimed or alleged, asserted or unasserted, either at law or in equity, whether statutory, in contract or in tort, of any kind or character which it has, or owns, or may now or in the future have or own for any claims arising out of or relating in any way to the Discussions, the Tender Offers or the Wells Fargo Parties’ acquisition of, transactions in, ownership of or holdings in the Funds’ ARPS and (ii) acknowledges and agrees that it will not now or in the future bring any claim, action, lawsuit, arbitration proceeding or other form of action against any of the Released Wells Fargo Parties, directly or indirectly, arising out of or in any way connected with any claim or potential claim released under this Agreement as referenced in sub-paragraph 3(b)(i) above, and that this Agreement is a bar to any such claim, action, lawsuit, proceeding or other form of action.

(c) The Wells Fargo Parties and the Fund Parties acknowledge and agree that the releases and covenants provided in this Section 3 are in no way an admission or acknowledgment of any liabilities, claims or causes of action that one party may have against the other.

(d) The provisions of Section 3(a) and Section 3(b) shall not be deemed to preclude any claim by any party hereto alleging a breach of the terms of this Agreement.

4. Injunctive Relief. Each party acknowledges that a breach of its obligations under this Agreement may result in irreparable harm to the other party for which monetary damages may not be sufficient. Each party hereto agrees that, in the event of a breach or threatened breach by the other party of its obligations under this Agreement, the non-breaching party shall be entitled, in addition to its other rights and remedies hereunder or at law, to seek injunctive or other equitable relief, and such further relief as may be proper from a court of competent jurisdiction, including specific performance of the obligations set forth in Section 2 of this Agreement.

- 3 -

5. Confidentiality. The Wells Fargo Parties and the Fund Parties hereby agree to and do hereby extend the term of the Confidentiality Letter Agreement and their respective obligations thereunder in accordance with Section 6 hereof; provided that the Fund Parties may disclose the subject matter of the Tender Offers to third parties, including to other holders of the Funds’ ARPS and to service providers and agents who may be engaged to assist in conducting the Tender Offers, before the Tender Offers are publicly announced. For the avoidance of doubt, the Wells Fargo Parties acknowledge that each Fund will be required to file a copy of this Agreement with its Form TO filings in connection with its Tender Offer.

6. Term. This Agreement shall terminate on the earlier of (i) the close of the New York Stock Exchange on the business day next following the Expiration Date, if the Funds have not accepted validly tendered ARPS for purchase pursuant to the Tender Offers by such time and (ii) the date of completion of the Tender Offers. In the case of termination of this Agreement pursuant to Section 6(i), all provisions of this Agreement shall terminate and have no further force or effect upon such termination, except that the confidentiality obligations of the parties under Section 5 hereof and the Confidentiality Letter Agreement shall survive the termination of this Agreement for a period of three years from the date of this Agreement. In the case of termination of this Agreement pursuant to Section 6(ii), the obligations of the parties under Sections 1, 2, 3, 4 and 5 hereof shall survive the termination of this Agreement.

7. Miscellaneous.

(a) Notices. Any notices or other communications required or permitted hereunder will be deemed to have been properly given and delivered if in writing by such party or its legal representative and delivered personally or sent by facsimile, e-mail or other electronic communication, or by a nationally recognized overnight courier service guaranteeing overnight delivery, addressed as follows:

If to the Wells Fargo Parties:	Wells Fargo Clearing Services, LLC
	One North Jefferson Avenue
	St. Louis, MO 63103
	Attn: David W. Jacus
	E-mail: david.jacus@wfadvisors.com
	Facsimile: 314-875-8851 and
	WFC Holdings, LLC 45 Fremont St.
	MAC A0194-290
	San Francisco, CA 94105-2204
	Attn: Arthur Evans
	E-mail: evansart@wellsfargo.com
	With a copy to:
	Wells Fargo Legal Department 800 Walnut Street
	MAC F0001-09A
	Des Moines, IA 50309-3605
	Attn: James Steinberg
	E-mail: james.w.steinberg@wellsfargo.com

- 4 -

If to PIMCO:	Pacific Investment Management Company LLC
	1633 Broadway
	New York, NY 10019
	Attn: Joshua Ratner
	E-mail: josh.ratner@pimco.com
	Facsimile: 949-597-1358
If to a Fund:	[Fund name]
	c/o Pacific Investment Management Company LLC 1633 Broadway
	New York, NY 10019
	Attn: Joshua Ratner
	E-mail: josh.ratner@pimco.com
	Facsimile: 949-597-1358

(b) No Assignment; Binding Effect. No Party shall assign this Agreement or its rights hereunder without the express written consent of the other parties. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective heirs, legal representatives, executors, administrators, successors and assigns.

(c) Agreement Separable. If any provision hereof is for any reason unenforceable or inapplicable, the other provisions hereof will remain in full force and effect in the same manner as if such unenforceable or inapplicable provision had never been contained herein. This Agreement will not be binding on the parties unless and until it is approved on behalf of each Fund by action of its Board of Trustees (the “Board”). In that regard PIMCO, in its capacity as investment manager for the Funds, will recommend that the Board approve this Agreement.

(d) Counterparts. This Agreement may be executed in any number of counterparts, each of which will, for all purposes, be deemed to be an original. Facsimile or electronic signatures shall have the same force and effect as executed originals.

(e) Governing Law. This Agreement is governed by the laws of the State of New York, without regard to the principles of conflicts of laws or choice of laws of any state or commonwealth. Each party submits to the exclusive jurisdiction of, and acknowledges the propriety of venue in the United States District Court for the Southern District of New York sitting in New York County, New York, and its appellate courts, as well as any Courts of the State of New York sitting in New York County, New York, and the appellate courts thereof. To the extent not prohibited by applicable law that cannot be waived, the parties hereby waive, and covenant that they will not assert (whether as plaintiff, defendant or otherwise), any right to trial by jury in any action arising in whole or in part under or in connection with this Agreement, whether now existing or hereafter arising, and whether sounding in contract, tort or otherwise. The parties agree that any of them may file a copy of this Section 7(e) with any court as written evidence of the knowing, voluntary and bargained-for agreement between the parties each irrevocably to waive its right to trial by jury in any proceeding whatsoever between them relating to this Agreement, which will instead be tried in a court of competent jurisdiction by a judge sitting without a jury.

- 5 -

(f) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the matters set forth herein, and there are no other covenants, agreements, promises, terms and provisions, conditions, undertakings or understandings, either oral or written, between them other than those herein set forth. No subsequent alteration, amendment, change, deletion or addition to this Agreement shall be binding upon the parties unless in writing and signed by the parties.

(g) Further Assurances. Each party covenants, on behalf of itself and its successors and assigns, to take all actions and do all things, and to promptly and duly execute, acknowledge and deliver any and all such further instruments and documents necessary or proper to achieve the purposes and objectives of this Agreement.

(h) Massachusetts Business Trust Matters. A copy of the Agreement and Declaration of Trust of each Fund is on file with the Secretary of State of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of each Fund as Trustees and not individually and that the obligations of each Fund under this instrument are not binding upon any of the Trustees, officers or shareholders of the Fund individually, but are binding only upon the assets and property of the Fund.

[The remainder of this page is intentionally blank.]

- 6 -

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above, and each party represents and acknowledges that it possesses the requisite authority to execute this Agreement.

Each Fund Listed on Appendix B hereto

(with respect to each Fund, severally and

neither jointly nor jointly and severally with

any other Fund)

By:	/s/ Trent Walker
Title:	Treasurer
Date:	7/18/2018

Pacific Investment Management Company LLC

By:	/s/ Peter Strelow
Title:	Co-COO
Date:	7/18/2018

Wells Fargo Clearing Services, LLC

By:	/s/ David W. Jacus
Title:	SPV / Director of Rates Trading
Date:	7/18/2018

WFC Holdings, LLC

By:	/s/ Arthur C. Evans
Title:	Managing Director
Date:	7/18/2018

APPENDIX A

TENDER OFFER CONDITIONS:

It is a condition of each Fund’s tender offer that each Fund cannot accept tenders or effect repurchases, unless otherwise determined by the Fund’s Board and subject to Section 2(a) and (c) of this Agreement, if: (1) the Fund is unable to issue privately placed new preferred shares (the “New Preferred Shares”) in an amount at least equal to the aggregate liquidation preference of the ARPS accepted in the tender offer on or before the date of completion of the tender offer; (2) such transactions, if consummated, would (a) result in delisting of the Fund’s common shares from the New York Stock Exchange; (b) impair the Fund’s status as a regulated investment company under the Internal Revenue Code of 1986 (which would make the Fund subject to federal income tax on all of its net income and gains in addition to the taxation of shareholders who receive distributions from the Fund); or (c) result in a failure of the Fund to comply with any applicable asset coverage requirements in the event any senior securities are issued and outstanding; (3) there shall be instituted or pending before any governmental entity or court any action, proceeding, application or claim, or any judgment, order or injunction sought, or any other action taken by any person or entity, which (a) restrains, prohibits or materially delays the making or consummation of the tender offer; (b) challenges the acquisition by the Fund of ARPS pursuant to the tender offer or the Board’s fulfillment of its fiduciary obligations in connection with the tender offer; (c) seeks to obtain any material amount of damages in connection with the tender offer; or (d) otherwise directly or indirectly materially adversely affects the tender offer or the Fund; (4) there is any (a) suspension of or limitation on prices for trading securities generally on the New York Stock Exchange or other national securities exchange(s); (b) declaration of a banking moratorium by federal or state authorities or any suspension of payment by banks in the United States or New York State; or (c) limitation affecting the Fund or the issuers of its portfolio securities imposed by federal or state authorities on the extension of credit by lending institutions.

APPENDIX B

PIMCO California Municipal Income Fund

PIMCO California Municipal Income Fund II

PIMCO California Municipal Income Fund III

PIMCO Municipal Income Fund

PIMCO Municipal Income Fund II

PIMCO Municipal Income Fund III

PIMCO New York Municipal Income Fund

PIMCO New York Municipal Income Fund II

PIMCO New York Municipal Income Fund III